Indemnification by Servicer. The Servicer shall indemnify and hold harmless the Trustee and the Depositor and their respective officers, directors, agents and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or Affiliates of its obligations under Sections 3.17, 3.18 and 3.20, any material misstatement or omission in any documents prepared thereunder (to the extent the Servicer is responsible for providing information or calculating amounts included in such information), the failure of such Servicer or any related Sub-Servicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to Section 3.18 or Annual Statement of Compliance required pursuant to Section 3.17, as applicable, or any material misstatement or omission contained in any Assessment of Compliance, Accountant's Attestation or Annual Statement as to Compliance provided on its behalf pursuant to Section 3.18 or 3.17, as applicable, or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the indemnified parties, then the Servicer agrees that it shall contribute to the amount paid or payable by the indemnified parties as a result of the losses, claims, damages or liabilities of the indemnified parties in such proportion as is appropriate to reflect the relative fault of the Servicer on the one hand and the indemnified parties on the other.
Indemnification by Servicer. The Servicer shall indemnify the Asset Representations Reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of this Agreement and the performance of its duties hereunder. The Asset Representations Reviewer shall notify the Servicer promptly of any claim for which it may seek indemnity. Failure by the Asset Representations Reviewer to so notify the Servicer shall not relieve the Servicer of its obligations hereunder. The Servicer shall defend any such claim, and the Asset Representations Reviewer may have separate counsel and the Servicer shall pay the fees and expenses of such counsel. The Servicer shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Asset Representations Reviewer arising out of or resulting from the Asset Representations Reviewer’s own bad faith, negligence, willful misfeasance or breach of this Agreement. The Servicer’s obligations under this Section 5.02 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.
Indemnification by Servicer. 110 SECTION 3.23. Prepayment Charge Reporting Requirements............... 111 SECTION 3.24. Statements to Trustee.................................. 111 SECTION 3.25. Further Indemnification by the Servicer................ 111 SECTION 3.26. Nonsolicitation........................................ 112 SECTION 3.27. Existing Servicing Agreement........................... 112 SECTION 3.28. High Cost Mortgage Loans............................... 112 SECTION 3.29. [RESERVED]............................................. 113 ARTICLE IV DISTRIBUTIONS............................................... 113 SECTION 4.01. Advances............................................... 113 SECTION 4.02. Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls......................... 113 SECTION 4.03. Distributions on the REMIC Interests................... 114 SECTION 4.04. Distributions.......................................... 114 SECTION 4.05. Monthly Statements to Certificateholders............... 122 ARTICLE V THE CERTIFICATES............................................ 126 SECTION 5.01. The Certificates....................................... 126 SECTION 5.02. Certificate Register; Registration of Transfer and Exchange of Certificates............................... 127 SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...... 131 SECTION 5.04. Persons Deemed Owners.................................. 131 SECTION 5.05. Access to List of Certificateholders' Names and Addresses.......................................... 132 -ii- TABLE OF CONTENTS (continued) PAGE ---- SECTION 5.06. Book-Entry Certificates................................ 132 SECTION 5.07. Notices to Depository.................................. 133 SECTION 5.08. Definitive Certificates................................ 133 SECTION 5.09. Maintenance of Office or Agency........................ 133 SECTION 5.10. Pre-Funding Account.................................... 133 SECTION 5.11. Capitalized Interest Account........................... 134
Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to...
Indemnification by Servicer. The Servicer agrees to indemnify, defend and hold the Indenture Trustee (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer, the Hedge Counterparties (as such and in their individual capacities) and each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from the gross negligence, willful misconduct or fraud by the Person claiming indemnification. The Servicer shall immediately notify the Indenture Trustee and the Owner Trustee if a claim is made by any party with respect to this Agreement, and the Servicer shall assume (with the consent of the indemnified party) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim.
Indemnification by Servicer. The Servicer shall indemnify and hold harmless the Assignee, its present and former directors, officers, employees and assignees (each, an “Indemnified Party”) against any and all third party claims, losses, penalties, damages, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnified Party may sustain (for avoidance of doubt, including those payable by an Indemnified Party to any third party, including affiliates of such Indemnified Party) in any way related to the failure of the Servicer to service the Mortgage Loans in compliance with the terms of the Servicing Agreement and this Agreement; provided, however, the Servicer shall not be liable hereunder with respect to (i) any action or inaction resulting from the written direction or consent of an Indemnified Party, (ii) any action or inaction resulting from an Indemnified Party’s failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 2.18 or 4.2(c) of the Servicing Agreement, or (iii) any action or inaction resulting from an Indemnified Party’s failure to comply with Section 5.1(b) or Section 5.6 of the Servicing Agreement.
Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend and hold harmless the 1998-C Securitization Trustee, the Titling Trustee and each of their respective officers, directors, employees and agents (each an "Indemnified Party") for any and all liabilities, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trustee.
Indemnification by Servicer. (a) The Servicer shall indemnify and hold harmless the Indemnified Parties from and against any loss, liability, expense, damage or injury suffered or sustained by reason of willful misfeasance, bad faith, or negligence in the performance of the duties of the Servicer or by reason of reckless disregard of obligations and duties of the Servicer hereunder or by reason of any acts, omissions or alleged acts or omissions of the Servicer pursuant to this Agreement; provided, however, that the Servicer shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the written request of such Indemnified Party; and provided, further, that the Servicer shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury incurred with respect to any action taken by such Indemnified Party constituting fraud, gross negligence, breach of fiduciary duty or willful misconduct, with respect to the uncollectibility of the Receivables or with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The Servicer shall not be liable for acts or omissions of any successor Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof.
Indemnification by Servicer. 89 3.23. Prepayment Charge Reporting Requirements................... 90 3.24. Information to the Trustee................................. 90 TABLE OF CONTENTS (continued) PAGE ---- 3.25. Indemnification............................................ 90 3.26. Nonsolicitation............................................ 91 3.27. High Cost Mortgage Loans................................... 91 ARTICLE IV. DISTRIBUTIONS.............................................. 91 4.01. Advances................................................... 91 4.02. Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls............................. 92 4.03. Distributions on the REMIC Interests....................... 93 4.04. Distributions.............................................. 93 4.05. Monthly Statements to Certificateholders................... 99 4.06. Class A-1B Certificate Insurance Policy Matters............ 103 4.07. Effect of Payments by the Class A-1B Insurer............... 107
Indemnification by Servicer. Servicer agrees to indemnify and hold CMI harmless from any liability, claim, loss or damage to CMI directly or indirectly resulting from Servicer's failure to observe and perform in any material respect any or all of Servicer's covenants, agreements, warranties or representations contained in this Interim Servicing Agreement, including, without limitation, any liability, claim, loss or damage resulting from litigation, proceedings, governmental investigations, orders, injunctions or decrees pending or threatened as of the Transfer Date involving any such failure.
